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EXHIBIT (a)(1)(D)
MALCON PROXY ADVISORS, INC.
130 WILLIAM STREET
4TH FLOOR
NEW YORK, NY 10038
DOCUMENT SCIENCES CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 6,000,000 SHARES OF ITS COMMON STOCK
AT
A PURCHASE PRICE OF $2.00 NET PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
CALIFORNIA TIME, ON FRIDAY, MARCH 23, 2001, UNLESS THE OFFER IS EXTENDED.
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February 16, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees:
We are enclosing herewith the material listed below relating to the
offer by Document Sciences Corporation, a Delaware corporation, to purchase up
to 6,000,000 shares of its outstanding common stock, par value $0.001 per share
(the "Shares"), for cash at $2.00 per Share, net to the seller, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated February
16, 2001, and in the related Letter of Transmittal (which together constitute
the "Offer"). Document Sciences may elect, but is not obligated, to purchase
additional Shares pursuant to the Offer. THE OFFER IS NOT CONDITIONED UPON ANY
MINIMUM NUMBER OF SHARES BEING VALIDLY TENDERED.
We have been engaged by Document Sciences as the Information Agent with
respect to the Offer. We are asking you to contact your clients for whom you
hold Shares registered in your name (or in the name of your nominee) or who hold
Shares registered in their own names. Please bring the Offer to their attention
as promptly as possible. No fees or commissions (other than fees to the
Information Agent and the Depositary as described in the Offer) will be payable
to brokers, dealers or other persons for soliciting tenders of Shares pursuant
to the Offer. Document Sciences will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. No stockholder will be required to pay
transfer taxes on the transfer to Document Sciences of Shares purchased pursuant
to the Offer, subject to Instruction 6 of the Letter of Transmittal.
For your information and for forwarding to your clients we are enclosing
the following documents:
(1) Offer to Purchase dated February 16, 2001;
(2) Specimen Letter of Transmittal to be used by holders of Shares to
tender Shares and for the information of your clients;
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(3) Form of Notice of Guaranteed Delivery;
(4) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9;
(5) Letter which may be sent to your clients for whose accounts you hold
Shares registered in your name (or in the name of your nominee), with space
provided for obtaining such clients' instructions with regard to the Offer; and
(6) Return envelope addressed to U.S. Stock Transfer Corporation, the
Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
CALIFORNIA TIME, ON FRIDAY, MARCH 23, 2001, UNLESS EXTENDED.
Your communications to stockholders with respect to the Offer will
constitute your representation to Document Sciences that: (i) in connection with
such communications you have complied with the applicable requirements of the
Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder; (ii) if a foreign broker or dealer, you have conformed
to the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. in making such communications; and (iii) in connection with such
communications you have not used any offering materials other than those
furnished by Document Sciences.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.
Additional copies of the enclosed material may be obtained from the
undersigned. Any questions you may have with respect to the Offer should be
directed to us at (800) 475-9320 (call toll free).
Very truly yours,
MalCon Proxy Advisors, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF DOCUMENT SCIENCES, THE INFORMATION AGENT OR
THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR
USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE OFFER, OTHER THAN THE
MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH
MATERIAL.
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